8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 27, 2007

SENTRA CONSULTING CORP.

(Exact name of Registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation) 333-140572 (Commission File Number) 20-5297544 (IRS Employer Identification No.)

Sentra Consulting Corp.

466 Central Avenue, Suite 200

Cedarhurst, New York 11516

(Address of principal executive offices)

(516) 301-3939

(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 - Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

Background

As previously disclosed on the Current Report on Form 8-K filed by Sentra Consulting Corp. (the “Company”) on June 21, 2007, the Company entered into a non-binding Letter of Intent (the “LOI”) with Karat Platinum LLC (“Karat Platinum”) pursuant to which the Company would purchase all the outstanding membership interests of Karat Platinum. To fund the loans to be made by the Company to Karat Platinum, the Company issued Secured Promissory Notes and Series A Preferred Shares (as disclosed on the Current Reports on Form 8-K filed on each of June 28, 2007, July 2, 2007, July 12, 2007 and August 24, 2007). This Report discloses certain events as the parties proceed to consummate the transactions contemplated by the LOI.

Amendment to the LOI

The exclusivity granted to the Company pursuant to the LOI expired on October 19, 2007. Accordingly, on October 25, 2007, the LOI was amended, among other reasons, so that Karat Platinum would not directly or indirectly solicit, negotiate or accept any offers from any third party to acquire its assets or securities until the earlier of the closing of the transaction with the Company or January 31, 2008.

For all the terms and conditions of the Amendment to the Letter of Intent dated October 25, 2007, reference is hereby made to such Amendment annexed hereto as Exhibit 10.12. All statements made herein concerning the foregoing are qualified in their entirety by reference to said exhibit.

Amendment to the Karat Platinum Secured Promissory Notes

On October 23, 2007, Karat Platinum and the Company executed an Amendment to the Secured Promissory Notes with respect to the Secured Promissory Notes issued by Karat Platinum to the Company on each of June 22, 2007, June 29, 2007, July 12, 2007 and July 16, 2007. These Notes represent an aggregate principal balance owed to the Company of $960,000. The amendment extended the original maturity date of each of said Notes for ninety days, so that on December 19, 2007, December 26, 2007, January 10, 2008 and January 14, 2008, Karat Platinum will owe the Company original principal of $150,000, $450,000, $100,000 and $260,000, respectively, and accrued interest at the rate of 1.5% per month. In addition, the Company waived payment by Karat Platinum of an aggregate of $3,261.67, representing the default interest which had accrued under each of these Notes.

For all the terms and conditions of the Amendment to the Secured Promissory Notes between Karat Platinum and the Company dated October 23, 2007, reference is hereby made to such Amendment annexed hereto as Exhibit 10.13. All statements made herein concerning the foregoing are qualified in their entirety by reference to said exhibit.

2

Additional Loans by the Company to Karat Platinum

From June 22, 2007 through July 16, 2007, the Company lent Karat Platinum an aggregate of $960,000 pursuant to the terms and conditions provided in the Secured Promissory Notes. On August 30, 2007 and September 4, 2007, Karat Platinum issued additional Secured Promissory Notes to the Company in the original aggregate principal amount of $200,000. Each of these Notes bears interest at the rate of 9% per annum and is due and payable with accrued interest on or before 90 days of the issue date of each said Note. Each Note is secured by all the assets of Karat Platinum pursuant to the terms of the Security Agreement dated July 12, 2007, as amended on August 22, 2007.

In addition, between September 10, 2007 and October 26, 2007, Karat Platinum issued seven Secured Promissory Notes to the Company in the original principal amounts of $250,000, $100,000, $50,000, $55,000, $5,000, $50,000 and $75,000, respectively, for an aggregate of $585,000. Each of these Notes bears interest at the rate of 9% per annum and is due and payable with accrued interest on or before January 31, 2008.

As of October 26, 2007, the Company loaned Karat Platinum an aggregate of $2,195,000.

For all the terms and conditions of the Secured Promissory Notes, reference is hereby made to such form of Note annexed hereto as Exhibit 10.14. All statements made herein concerning the foregoing are qualified in their entirety by reference to said exhibit.

Section 2 - Financial Information

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Loans to the Company from its Officer and Director/Series B Convertible Preferred Stock

On October 8, 2007, the Company issued a promissory note to Bonnie Septimus, the Company’s Treasurer, Secretary and a director, in consideration for loans previously made and to be made by Ms. Septimus to the Company of up to an aggregate of $1,500,000. Pursuant to the terms and provisions of this note, the outstanding principal and accrued interest (at the rate of 12% per annum) are due and payable on November 1, 2008. The Company has the right to prepay such note at any time without premium. As of October 26, 2007, Bonnie Septimus had advanced an aggregate of $600,000 to the Company. Proceeds from the loans made by Bonnie Septimus to the Company have been used to satisfy and cancel four Secured Promissory Notes issued by the Company in the aggregate amount of $460,000 and to make additional loans to Karat Platinum (as described above).

At any time, Bonnie Septimus has the right to convert all or any portion of the outstanding principal amount and accrued interest thereon into shares of the Company’s newly created Series B Convertible Preferred Stock (the “Series B Preferred”).

3

Each share of Series B Preferred is convertible into the amount of shares of common stock determined by dividing the original issue price of the Series B Preferred (currently $1,000) by $0.25 per share, as adjusted. The Certificate of Designation provides for full ratchet anti-dilution provisions with respect to certain securities issuances. The holders of the Series B Preferred vote with the holders of the common stock on an as converted basis and are entitled to dividends, on an as-converted basis when, as, and if paid on the common stock, but not before the declaration and payment of any dividends payable to the holders of the Company’s outstanding Series A Convertible Preferred Stock. In the event of any liquidation, dissolution or winding up of the Company, either voluntarily or involuntarily, the holders of Series B Preferred shall have preference to any distribution of the assets of the Company to the holders of common stock of the Company, after the holders of the Series A Preferred. At any time after the two-year anniversary from the date of purchase, the Company has the right to redeem all of the issued and outstanding shares of Series B Preferred at a redemption price equal to the original issue price of said shares or convert all the issued and outstanding shares of Series B Preferred into the Company’s common stock at the then applicable conversion rate.

As a result of the issuance of the Series B Preferred to Bonnie Septimus, the conversion price for the Series A Preferred and the exercise price of the Company’s outstanding 96,000 warrants was reduced from $0.50 to $0.25 per share.

For all the terms and provisions of the Note between the Company and Bonnie Septimus and the Certificate of Designation of the Series B Preferred, reference is hereby to such Note and the Certificate of Designation which are annexed hereto as Exhibits 10.15 and 4.4, respectively. All statements made herein concerning the foregoing are qualified in their entirety by reference to said exhibits.

Amendment to the Secured Promissory Notes of Sentra

On October 23, 2007 and October 24, 2007, three noteholders holding an aggregate of $600,000 outstanding principal amounts due to them from the Company extended the maturity date of their outstanding Secured Promissory Notes to January 31, 2008. As additional consideration for the extension, the Company agreed to pay each noteholder one percent of the principal amount of the note held by such noteholder. As of October 26, 2007, the Company had three such Secured Promissory Notes, representing an aggregate principal amount of $600,000 outstanding.

For all the terms and conditions of the Amended and Restated Secured Promissory Notes, reference is hereby made to the form of such Notes annexed hereto as Exhibit 10.17. All statements made herein concerning the foregoing are qualified by reference to said exhibit.

Section 3 - Securities and Trading Markets

Item 3.02. Unregistered Sales of Equity Securities.

Between August 27, 2007 and October 29, 2007, the Company accepted subscriptions for Series A Preferred from 3 accredited investors, for an aggregate of 600 shares of Series A Preferred stock. The purchase price paid to the Company for such shares was $1,000 per share, amounting in the aggregate to $600,000. The Company offered its Series A Preferred pursuant to Section 4(2) of the Securities Act of 1933. Each subscription for shares of Series A Preferred was evidenced by a subscription agreement, in which the subscriber represented to the Company that the subscriber was an accredited investor (as such term is defined under Rule 501 of Regulation D), and the transaction did not involve any form of general solicitation or advertising.

4

For all the terms and provisions of the Series A Preferred, reference is hereby made to the Certificate of Designation of the Series A Preferred annexed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August 24, 2007.

Section 5 - Corporate Governance and Management

Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosure set forth above under Item 2.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant) regarding the creation of the Series B Preferred is hereby incorporated by reference into this Item 5.03.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of business acquired. Not applicable

(b) Pro forma financial information.  Not applicable

(c) Exhibits

Exhibit No.	Description
4.4	Certificate of Designation of the Series B Convertible Preferred Stock.
10.12	Amendment to the Letter of Intent between Karat Platinum LLC and Sentra Consulting Corp. dated October 25, 2007.
10.13	Amendment to the Secured Promissory Notes between Karat Platinum LLC and Sentra Consulting Corp. dated October 23, 2007.
10.14	Form of Secured Promissory Notes between Karat Platinum LLC and Sentra Consulting Corp.
10.15	Note between Sentra Consulting Corp. and Bonnie Septimus dated October 8, 2007.
10.16	Form of Amended and Restated Secured Promissory Notes.

5

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 29, 2007

SENTRA CONSULTING CORP.

(Registrant)

By: /s/ Philip Septimus

Name: Philip Septimus

Title:    President

          (Principal Executive, Financial and 

          Accounting Officer)

6

EX-4.4

	DEAN HELLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.biz
	Certificate of Designation (PURSUANT TO NRS 78.1955)

ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Designation

For Nevada Profit Corporations

(Pursuant to NRS 78.1955)

1. Name of corporation:

Sentra Consulting Corp.

2. By resolution of the board of directors pursuant to a provision in the articles of incorporation, this certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock:

There is hereby authorized and created a series of preferred stock hereby designated as Series B Convertible Preferred Stock (the "Series B Preferred") and the number of shares constituting Series B Preferred shall be one thousand (1,500). The Series B Preferred shall have the voting powers, designations, preferences and relative participating options and other rights or the qualifications, limitations or restrictions set forth in the Certificate of Designation attached hereto. Each share of Series B Preferred shall, at the option of the holder thereof, be convertible into shares of fully paid and non-assessable shares of common stock of the Corporation by dividing the original issue price of the Series B Preferred by the lower of ($0.25 per share, as adjusted and (ii) the daily volume weighted average market price of the common stock, provided, however, that said number shall not be less than $0.20 per share. The holders of the Series B Preferred shall be entitled to dividends, on an as-if converted basis, only after the holders of the Series A Convertible Preferred Shares receive dividends. Except as otherwise provided by law or by the Certificate of Designation, each holder of Series B Preferred shall be entitled to the number of votes equlal to the number of shares of common stock in to which such shares of Series B Preferred could be converted and shall have voting rights and powers equal to the voting rights and powers of the common stock. See the Certificate of Designation attached hereto as Exhibit A for full and further details.

3. Effective date of filing (optional):

(must not be later than 90 days after the certificate is filed)

4. Officer Signature:  /s/ Philip Septimus, President

Filing Fee: $175.00

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

ATTACHMENT TO THE

CERTIFICATE OF DESIGNATION OF

SERIES B CONVERTIBLE PREFERRED STOCK

OF

SENTRA CONSULTING CORP.

It is hereby certified that:

a) The name of the corporation (hereinafter called the “Company) is Sentra Consulting Corp.

b) The articles of incorporation of the Company authorizes issuance of 10,000,000 shares of preferred stock, par value $0.001 per share, and expressly vests in the Board of Directors of the Company the authority provided therein to issue any or all of said shares in one or more series and by resolution or resolutions, with each such series to have such designation, relative rights, preferences or limitations, as shall be stated and expressed in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors of the Company.

c) The Board of Directors of the Company, pursuant to the authority expressly vested in it as aforesaid, has adopted the following resolutions creating a Series B issue of convertible Preferred Stock:

RESOLVED, that there be and hereby is authorized and created a series of preferred stock, hereby designated as the Series B Convertible Preferred Stock, which shall have the voting powers, designations, preferences and relative participating, optional or other rights, if any, or the qualifications, limitations, or restrictions, set forth in such articles of incorporation and in addition thereto, those following:

1. Designation and Amount. The preferred stock subject hereof shall be designated Series B Convertible Preferred Stock (“Series B Preferred”), and the number of shares constituting Series B Preferred shall be one thousand five hundred (1,500). No other shares of preferred stock shall be designated as Series B Preferred.

2. Dividends. Dividends may be paid on the Series B Preferred as and when declared by the Board of Directors. The dividends shall be distributed among the holders of the Series B Preferred, Series A Preferred and the Company’s common stock, par value $0.001 (the “Common Stock”), pro rata in proportion to the total number of shares of Common Stock held by each holder (assuming the conversion into Common Stock of all outstanding shares of Series B Preferred and Series A Preferred), provided, however, that the holders of Series A Preferred shall have preference to the declaration and payment of any dividend prior to the declaration and payment of any dividend payable to the holders of the Series B Preferred.

3. Conversion. The holders of the Series B Preferred shall have conversion rights as follows (the “Conversion Rights”):

(a) Right to Convert. At the option of the holder thereof, at any time and from time to time, each share of Series B Preferred shall be convertible into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing the Original Issue Price (as defined below) by the lower of (i) a conversion price of $0.25 per share as adjusted as provided herein (the “Conversion Price”), or (ii) the daily volume weighted average market price of the Common Stock as quoted by Bloomberg, LP for the 30 trading days immediately preceding the Conversion Date (as defined below) less a 10% discount thereof, provided, however, that under no circumstances shall said number be reduced to less than $0.20 per share. The Original Issue Price for each share of Series B Preferred shall be One Thousand dollars ($1,000) per share.

(b) Mechanics of Conversion.Before any holder of Series B Preferred shall be entitled to convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefore, duly endorsed, at the office of the Company or of any transfer agent for the Series B Preferred, and shall give written notice to the Company at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Company shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series B Preferred, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred to be converted (the “Conversion Date”), and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposed as the record holder or holders of such shares of Common Stock as of such date. All shares of Series B Preferred which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares, including the rights, if any, to receive notices and to vote, shall immediately cease and terminate on the Conversion Date, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor.

(c) Conversion Price Adjustments of Series A Preferred for Certain Splits and Combinations. The Conversion Price of the Series B Preferred shall be subject from time to time as follows:

(i) Stock Splits, Etc. In the event the Company should at any time or from time to time after the date upon which any shares of the Series B Preferred were first issued (the “Purchase Date”) fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or for the determination of the outstanding shares of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock without payment of any consideration by such holder for the additional shares of Common Stock, then, as of such record date (or the date of such dividend, distribution, split or subdivision if no record date is fixed), the Conversion Price in effect immediately prior to such split, subdivision, dividend or other distribution, as the case may be, shall be adjusted appropriately.

2

(ii) Other Distributions. In the event the Company shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Company to other persons, assets (excluding cash dividends) or options or rights not referred to in subsection 3(c)(i), then, in each such case for the purpose of this subsection (ii), the holders of the Series B Preferred shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of the Company into which their shares of Series B Preferred are convertible as of the record date fixed for the determination of the holders of Common Stock of the Company entitled to receive such distribution.

(iii) Recapitalizations. In the event there shall be a recapitalization of the Common Stock (other than a subdivision, combination or merger or sale of assets transaction provided for elsewhere in Section 3), provision shall be made so that the holders of the Series B Preferred shall thereafter be entitled to receive upon conversion of the Series B Preferred the number of shares of stock or other securities or property of the Company or otherwise, which a holder of Common Stock deliverable upon conversion immediately prior to such recapitalization would have been entitled to receive on such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3 with respect to the rights of the holders of the Series B Preferred after the recapitalization to the end that the provisions of this Section 3 (including adjustment of the Conversion Price then in effect and the number of shares purchasable upon conversion of the Series B Preferred) shall be applicable after that event as nearly equivalently as may be practicable.

(d) Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock.In the event that the Company shall issue Additional Shares of Common Stock (as defined below) without consideration or for a consideration per share less than the applicable Conversion Price in effect on the date of and immediately prior to such issue, then and in such event such Conversion Price shall be reduced, concurrently with such issue, to such issuance price, which thereafter shall be the Conversion Price, provided,however, that in no event shall the Conversion Price shall less than $0.20 per share. No adjustment in the Conversion Price shall be made in respect of the issuance of Additional Shares of Common Stock unless the consideration per share for an Additional Share of Common Stock issued or deemed to be issued by the Company is less than the Conversion Price in effect on the date of, and immediately prior to such issue.

(i) Definition of Additional Shares of Common Stock. Additional Shares of Common Stock shall mean all shares of Common Stock issued (or deemed to be issued pursuant to Section 3(d)(ii)) by the Company after the Purchase Date, other than shares of Common Stock issued, issuable or, deemed to be issued:

3

1) upon conversion of shares of the Series A Preferred or Series B Preferred;

2) to officers, directors, or employees of, or consultants to, the Company pursuant to stock grant, option plan or other stock incentive program or arrangement approved by the Board of Directors for employees, officers, directors or consultants of the Company;

3) as a dividend or distribution on the Series B Preferred;

4) in connection with any transaction for which adjustment is made pursuant to Section 3 hereof;

5) securities of the Company issued to a Strategic Investor. As used herein, the term “Strategic Investor” shall mean that a majority of the Company’s Board of Directors determines that such investor is a strategic investor; and

6) securities of the Company issued pursuant to an offering to all of the then current stockholders of the Company pro-rata to the number of shares of the Company held by such stockholders (assuming the conversion into Common Stock of all the then outstanding shares of Series A Preferred).

(ii) Options and Convertible Securities. In the event that the Company at any time after the Purchase Date shall issue any rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock (“Options”) or any evidences of indebtedness, preferred stock or other securities convertible into or exchangeable for Common Stock (“Convertible Securities”) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities and the exercise or conversion price of said Options or Convertible Securities is less than the Conversion Price, then the issuance of such Options or Convertible Securities shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date; provided, however, that in any such case in which Additional Shares of Common Stock are deemed to be issued:

1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such Options or Convertible Securities shall be deemed to have been issued for a consideration equal to the consideration received by the Company for the issuance of such Options or Convertible Securities as the case may be, plus the exercise price provided for in such Options or Convertible Securities for the Common Stock covered thereby;

2) no further adjustment in the Conversion Price shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities, in each case, pursuant to their respective terms;

4

3) if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the Conversion Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities;

4) upon the expiration of any such Options or any rights of conversion or exchange under such Convertible Securities which shall not have been exercised, the Conversion Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon such expiration, be recomputed as if:

(A) in the case of Convertible Securities or Options for Common Stock, the only Additional Shares of Common issued were shares of Common Stock, if any, actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities and the consideration received therefor was the consideration actually received by the Company for the issue of all such Options, whether or not exercised, plus the consideration actually received by the Company upon such exercise, or for the issue of all such Convertible Securities which were actually converted or exchanged, plus the additional consideration, if any, actually received by the Company upon such conversion or exchange, and

(B) in the case of Options for Convertible Securities, only the Convertible Securities, if any, actually issued upon the exercise thereof were issued at the time of issue of such Options, and the consideration received by the Corporation for the Additional Shares of Common deemed to have been then issued was the consideration actually received by the Corporation for the issue of all such Options, whether or not exercised, plus the consideration deemed to have been received by the Company upon the issue of the Convertible Securities with respect to which such Options were actually exercised.

(e) No Impairment. The Company will not, by amendment of its Article of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 3 and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Series B Preferred against impairment.

5

(f) No Fractional Shares and Certificate as to Adjustment. No fractional shares shall be issued upon the conversion of any share or shares of the Series A Preferred, and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Series B Preferred the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion. Upon the occurrence of each adjustment or readjustment of the Conversion Price of the Series B Preferred pursuant to this Section 3, the Company, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of Series A Preferred a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based.

(g) Notices of Record Date. In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Company shall mail to each holder of Series B Preferred, at least ten (10) days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right. Any notice required by the provisions of this Section 3 to be given to the holders of shares of Series B Preferred shall be deemed given within ten (10) days of deposit in the United States mail, postage prepaid, and addressed to each holder of record at his address appearing on the books of the Company.

(h) Reservation of Stock Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series B Preferred, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B Preferred; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B Preferred, in addition to such other remedies as shall be available to the holder of such Series B Preferred, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of common stock to such number of shares as shall be sufficient for such purposes.

4. Voting Rights.Except as otherwise provided herein or by law, each holder of shares of Series B Preferred shall be entitled to the number of votes equal to the number of shares of Common Stock into which such shares of Series B Preferred could be converted and shall have voting rights and powers equal to the voting rights and powers of the Common Stock (except as otherwise expressly provided herein or as required by law, voting together with the Common Stock as a single class). The holders of Series B Preferred shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Company and applicable law. Fractional votes shall not, however, be permitted, and any fractional voting rights resulting from the above formula (after aggregating all shares into which shares of Series B Preferred held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward). Each holder of Common Stock shall be entitled to one (1) vote for each share of Common Stock held.

6

Notwithstanding anything contained herein to the contrary, the Company shall not, without the approval by vote or written consent of the holders of the majority of the Series B Preferred then outstanding: (i) amend its Certificate of Incorporation in any manner that would alter or change the rights, preferences, privileges or restrictions of the Series B Preferred, so as to materially adversely affect such Series B Preferred; (ii) reclassify any outstanding shares of securities of the Company into shares having rights, preferences or privileges senior to or on a parity with the Series B Preferred; or (iii) authorize any other equity security, including any other security convertible into or exercisable for any equity security, having rights or preferences senior to or being on a parity with the Series B Preferred as to dividend rights or liquidation or voting preferences.

5. Preference and Participation Upon Liquidation, Dissolution or Winding Up.

(a) In the event of any liquidation, dissolution or winding up of this Company, either voluntary or involuntary, the holders of Series A Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Company to the holders of Series B Preferred and Common Stock by reason of their ownership thereof, the amount such holders are entitled to pursuant to the terms and provisions of the Certificate of Designation of the Series A Preferred. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred shall be insufficient to permit the payment to such holders of the distribution to which they are then entitled, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series A Preferred in proportion to the preferential amounts each such holder is entitled to receive.

(b) Upon the completion of the distribution required by subparagraph (a) of this Section 5, the holders of Series B Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Company to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the Original Issue Price plus the sum of any accrued but unpaid cumulative dividends (the “Preference Amount”) in preference to any distribution to the holders of Common Stock.

(c) Upon the completion of the distribution required by subparagraphs (a) and (b) of this Section 5, the remaining assets of the Company available for distribution to stockholders shall be distributed among the holders of Common Stock and to the holders of the Preferred Stock (on an as-if converted basis) pro rata in proportion to the number of shares of Common Stock held by each holder.

7

(d) For purposes of this Section 5, a liquidation, dissolution or winding up of the Company shall be deemed to be occasioned by, or to include (i) the sale, conveyance, exchange or transfer of all or substantially all of the property or assets of the Company or (ii) the acquisition of the Company by any other person by means of consolidation or merger of the Company with or into one or more persons (excluding any merger of the Company for the purpose of changing the domicile of the Company); unless, in either event, the Company’s stockholders of record immediately prior to such acquisition or sale will, immediately after such acquisition or sale, hold at least 50% of the voting power of the surviving entity.

7. Redemption.At any time following the two-year anniversary of the Purchase Date, the Company shall have the right, upon 10-days prior notice to the holders of the Series A Preferred, to (i) redeem all of the issued and outstanding Series B Preferred at a redemption price equal to the Original Issue Price or (ii) convert all the issued and outstanding shares of Series B Preferred to Common Stock at the then applicable conversion rate as set forth in Section 3.

8. Status of Acquired Shares. Shares of Series B Preferred acquired by the Company shall be restored to the status of authorized but unissued shares of capital stock, without designation as to series, and, subject to the other provisions hereof, may thereafter be issued.

9. Other Preferences. The shares of the Series B Preferred shall have no other preferences, rights, restrictions, or qualifications, except as otherwise provided by law or the articles of incorporation of the Company.

8

EX-10.12

AMENDMENT

TO THE

LETTER OF INTENT

THIS AMENDMENT TO THE LETTER OF INTENT is made and entered into as of October 25, 2007 (this “Amendment”) between Karat Platinum LLC (the “Company”) and Sentra Consulting Corp. (“Purchaser”).

WITNESSETH

WHEREAS, the Company and Purchaser entered into a Letter of Intent dated June 21, 2007 (the “LOI”; capitalized terms used herein not otherwise defined shall have the meanings given to such terms in the LOI); and

WHEREAS, the parties desire to extend certain terms of the LOI as provided herein.

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

1.Consideration Warrants.In Paragraph 1 of the LOI the amount of Consideration Warrants shall be increased from 500,000 to 800,000. For purposes of clarification, such Consideration Warrants are the warrants currently issued to ABN AMRO Bank N.V. by the Company. The third sentence of Paragraph 1 shall be deleted in its entirety and restated as follows:

“After the date hereof but prior to the Closing (hereafter defined), the prior written consent of the Company shall be required in the event the Purchaser desires to issue shares of common stock or other securities convertible into common stock. The Company acknowledges the shares of common stock and convertible securities issued and outstanding as of the date hereof, include 50,000 shares of common stock to be issued to the Purchaser’s transfer agent, and shares of common stock issuable upon the exercise of the Series A Convertible Preferred Stock, the Series B Convertible Preferred Stock and 96,000 warrants.”

2.Outside Closing Date. The reference to Outside Closing Date in the LOI shall refer to January 31, 2008.

3.Reference. On and after the date hereof, each reference in the LOI to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the LOI in any other agreement, document or other instrument, shall mean, and be a reference to the LOI, as amended by the term and provisions of this Amendment. All other terms and provisions of the LOI shall remain in full force and effect.

4.Counterparts. This Amendment may be executed in one or more counterparts and by facsimile, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

5.Captions. The captions used in this Amendment are intended for convenience of reference only, shall not constitute any part of this Amendment and shall not modify or affect in any manner the meaning or interpretation of any of the provisions of this Amendment.

6.Binding Effect. This Amendment shall be binding upon and inure to the benefit of the respective heirs, executors, administrators, representatives and the permitted successors and assigns of the parties hereto.

7.Governing Law. This Amendment and the rights and obligations of the parties under this Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws rules applied in such state.

[Remainder of this page intentionally left blank; signature pages to follow]

IN WITNESS WHEREOF, the parties have executed this Amendment to the Note as of the date first written above.

KARAT PLATINUM LLC

By:       /s/ Gary M. Jacobs

Name:  Gary M. Jacobs

Title:    Chief Financial Officer and

 Chief Operating Officer

SENTRA CONSULTING CORP.

By:       /s/ Philip Septimus

Name:  Philip Septimus

Title:    President

EX-10.13

AMENDMENT

TO THE

SECURED PROMISSORY NOTES

THIS AMENDMENT TO THE SECURED PROMISSORY NOTES is made and entered into as of October 23, 2007 (this “Amendment”) among Karat Platinum LLC (“Karat Platinum”) and Sentra Consulting Corp. (“Sentra”; collectively the “Parties”).

WITNESSETH

WHEREAS, as of the date hereof, Karat Platinum has issued a series of Secured Promissory Notes to Sentra in exchange for a series of loans to Karat Platinum in the aggregate principal amount of $960,000 (the “Notes”; capitalized terms used herein not otherwise defined shall have the meanings given to such terms in the Notes);

WHEREAS, the Parties desire to extend the maturity dates of the Notes on the terms and provisions contained in this Amendment;

WHEREAS, Sentra desires to waive payment by Karat Platinum of any Default Interest which has accrued from the date of each Note until the date hereof.

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

1.Payment Date.The Principal Amount of each of the Notes shall be extended to up to ninety (90) days from the original maturity date of each of the Notes, respectively (the “Revised Payment Date”). Attached hereto is a schedule (Schedule 1.1) setting forth the date of issuance, principal amount, maturity date, date of default and Revised Payment Date with respect to each of the Notes.

2.Waiver of Default Interest.Notwithstanding any provision contained herein, Sentra waives payment by Karat Platinum of any Default Interest specified in the Notes with respect to each of the Notes.

3.Reference. On and after the date hereof, each reference in the Notes to “this Note”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Note in any other agreement, document or other instrument, shall mean, and be a reference to the Note, as amended by this Amendment. All other terms and provisions of the Notes, including without limitation, the General Security Agreement dated July 11, 2007, as amended August 22, 2007, shall remain in full force and effect.

4.Counterparts. This Amendment may be executed in one or more counterparts and by facsimile, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

5.Captions. The captions used in this Amendment are intended for convenience of reference only, shall not constitute any part of this Amendment and shall not modify or affect in any manner the meaning or interpretation of any of the provisions of this Amendment.

6.Binding Effect. This Amendment shall be binding upon and inure to the benefit of the respective heirs, executors, administrators, representatives and the permitted successors and assigns of the parties hereto.

7.Governing Law. This Amendment and the rights and obligations of the parties under this Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws rules applied in such state.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Note as of the date first written above.

KARAT PLATINUM LLC.
By:	/s/ Gary M. Jacobs
Name:	Gary M. Jacobs
Title:	Chief Financial Officer and
	Chief Operating Officer
SENTRA CONSULTING CORP.
By:	/s/ Philip Septimus
Name:	Philip Septimus
Title:	President

Schedule 1.1

Date of Issuance	Principal Amount	Original Payment Date	Revised Payment Date
6/22/2007	$ 150,000.00	9/20/2007	12/19/2007
6/29/2007	$ 450,000.00	9/27/2007	12/26/2007
7/12/2007	$ 100,000.00	10/12/07	1/10/08
7/16/2007	$ 260,000.00	10/16/2007	1/14/2008
	$ 960,000.00

EX-10.14

SECURED PROMISSORY NOTE

$____________ ____________, 2007

FOR VALUE RECEIVED, the undersigned, KARAT PLATINUM LLC,(the “Maker”), promises to pay to SENTRA CONSULTING CORP., (the “Payee”), on or before _______________ from the date of this Note (the “Payment Date”) the principal sum of ______________________ and 00/100 ($_____________) Dollars (the “Principal Amount”), and all interest accrued thereon as provided herein.

Interest shall accrue on the unpaid balance of the Principal Amount at a rate of ______ percent (___%) per _______ (the “Interest Rate”). All interest payable hereunder shall be computed on the basis of actual days elapsed and shall be due and payable on the Payment Date.

Maker shall have the right to prepay all or any portion of the outstanding Principal Amount and accrued interest thereon at any time without penalty or premium. All payments hereunder when paid shall be applied first to the payment of all accrued interest and the balance shall be applied to the Principal Amount.

This Note shall be secured by all of Maker's right, title and interest, in and to any and all assets of Maker, whether now existing or hereafter arising or acquired, wherever located, together with all attachments, accessions and equipment now or hereafter affixed thereto or used in connection therewith, all substitutions and replacements thereof, all supporting obligations thereof, and all proceeds thereof, as provided pursuant to the General Security Agreement, dated July 11, 2007, as amended, and incorporated herein by reference.

Notwithstanding any provision contained herein, the total liability of Maker for payment of interest pursuant hereto, including late charges, shall not exceed the maximum amount of such interest permitted by law to be charged, collected, or received from Maker, and if any payments by Maker include interest in excess of such a maximum amount, Payee shall apply such excess to the reduction of the unpaid principal amount due pursuant hereto, or if none is due, such excess shall be refunded.

1.Events of Default. In case one or more of the following events (each, an “Event of Default”) (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall have occurred and be continuing:

a.Default in the payment, when due or declared due, of any principal or interest payments hereunder.

b.Maker makes a general assignment for the benefit of creditors; or, in the absence of such application, consent, acquiescence or action, a trustee, receiver or other custodian is appointed for Maker; or for a substantial part of the property of Maker; or any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding, is authorized or instituted by, or instituted against, Maker; or any warrant of attachment or similar legal process is issued against any substantial part of the property of Maker.

c.Any representation or warranty made by Maker under this Note shall be untrue or misleading in any material respect when made.

d.Maker shall have breached any of its covenants and agreements hereunder.

then, in each case where an Event of Default occurs, the Payee, by notice in writing to Maker shall inform Maker of such Event of Default and if such default is not cured within seven (7) business days from the date such notice is received by Maker, then Payee, may, at its option, declare the outstanding Principal Amount to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable.

2. General.

a.This Note shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the Maker and Payee.

b.All notices, requests, claims, demands and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given if delivered in person, overnight courier prepaid, or mailed by prepaid first class registered or certified mail, postage prepaid, return receipt requested to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section):

(a)	If to the Maker:
	Karat Platinum LLC
	15 Hoover Street
	Inwood, New York 11096
	Attention: Chief Executive Officer
(b)	With copies to:
	Horowtiz & Riser
	30 Broad Street
	New York, NY 10004
	Attention: Sam Riser, Esq.

(c)	If to Payee:
	Sentra Consulting Corp.
	466 Central Avenue, Suite 200
	Cedarhurst, New York 11516
	Attention: Chief Executive Officer
(c)	With copies to:
	David Lubin & Associates, PLLC
	26 East Hawthorne Avenue
	Valley Stream, NY 11580
	Attn: David Lubin, Esq.

All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section, be deemed given upon delivery, (ii) if delivered by overnight courier to the address as provided in this Section, be deemed given on the earlier of the first business day following the date sent by such overnight courier or upon receipt or (iii) if delivered by mail in the manner described above to the address provided in this Section, be deemed given on the earlier of the third business day following mailing or upon receipt.

c.This Note is to be governed by and construed in accordance with the laws of the State of New York. In any action brought under or arising out of this Note, the Maker hereby consents to the in personam jurisdiction of any state or federal court sitting in New York, New York, waives any claim or defense that such forum is not convenient or proper, and consents to service of process by any means authorized by New York law.

d. Maker hereby waives presentment, demand for payment, protest, and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note and authorizes Payee, without notice or further consent, to grant extensions of time in the payment of any monies under this Note, and to waive compliance of any provision of this Note.

e.In the event of a default in the payment of this Note, Maker shall pay Payee's and expenses of collection, including attorneys’ fees and costs.

IN WITNESS WHEREOF, the undersigned has duly executed this Note on the date first set forth above.

KARAT PLATIINUM LLC

By:

Name:

Title:

EX-10.15

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH ACT AND LAWS.

PROMISSORY NOTE

October 8, 2007

In consideration for a series of loans made and to be made by Bonnie Septimus (the “Payee”) to SENTRA CONSULTING CORP.,a Nevada corporation (the “Maker”), of up to an aggregate of One Million Five Hundred Thousand Dollars and 00/100 ($1,500,000) pursuant to one or more advances (the “Principal Amount”), Maker promises to pay the Payee, on or before November 1, 2008 (the “Payment Date”), the Principal Amount and all interest accrued thereon as provided herein. Attached hereto is a schedule (Schedule A) setting forth the date of each advance and principal amount with respect to each of the loans.

Interest shall accrue on the unpaid balance of the Principal Amount at a rate of twelve percent (12%) per annum (the “Interest Rate”). All interest payable hereunder shall be computed on the basis of actual days elapsed and shall be due and payable on the Payment Date.

Maker shall have the right to prepay all or any portion of the outstanding Principal Amount and accrued interest thereon at any time without penalty or premium. All payments hereunder when paid shall be applied first to the payment of all accrued interest and the balance shall be applied to principal.

At any time, Payee shall have the right to convert all or any portion of the outstanding Principal Amount and accrued interest thereon into shares of Maker’s Series B Convertible Preferred Stock under the terms and provisions as set forth in the Certificate of Designation for the Series B Convertible Preferred Stock.

Notwithstanding any provision contained herein, the total liability of Maker for payment of interest pursuant hereto, including late charges, shall not exceed the maximum amount of such interest permitted by law to be charged, collected, or received from Maker, and if any payments by Maker include interest in excess of such a maximum amount, Payee shall apply such excess to the reduction of the unpaid principal amount due pursuant hereto, or if none is due, such excess shall be refunded.

1.Events of Default. In case one or more of the following events (each, an “Event of Default”) (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall have occurred and be continuing:

a.Default in the payment, when due or declared due, of any principal or interest payments hereunder.

b.Maker makes a general assignment for the benefit of creditors; or, in the absence of such application, consent, acquiescence or action, a trustee, receiver or other custodian is appointed for Maker; or for a substantial part of the property of Maker; or any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding, is authorized or instituted by, or instituted against, Maker; or any warrant of attachment or similar legal process is issued against any substantial part of the property of Maker.

then, in each case where an Event of Default occurs, the Payee, by notice in writing to Maker shall inform Maker of such Event of Default and if such default is not cured within ten business days from the date such notice is received by Maker, then Payee, may, at its option, declare the outstanding Principal Amount to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable.

2.Representations of Payee.The Payee hereby acknowledges, represents and warrants to, and agrees with, the Maker as follows:

a. The Payee is executing the transactions contemplated by this Note, for her own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution, or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in this Note or any portion thereof. Further, the Payee does not have any contract, undertaking agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Note, in whole or in part.

b. The Payee is executing the transactions contemplated by this Note as a result of, or subsequent to, any advertisement, article, notice, or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person other than the officers of the Maker.

c. Payee understands that this Note has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or registered or qualified under any the securities laws of any state or other jurisdiction, and is a “restricted security,” and cannot be resold or otherwise transferred unless it is registered under the Securities Act, and registered or qualified under any other applicable securities laws, or an exemption from such registration and qualification is available.

d. Payee is an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act by reason of Rule 501(3).

e. Payee is (i) experienced in making investments of the kind described herein and related documents, (ii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Maker or any of its affiliates or selling agents), to protect his own interests with respect to the Securities, and (iii) able to afford the entire risk of loss of his investment in the Securities.

f. Payee has the financial ability to bear the economic risk of her investment in the Securities, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to any investment made pursuant to this Note. Payee has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Securities.

g. Payee has reviewed or received copies of all reports and other documents filed by Maker with the Securities and Exchange Commission and any other documents or information requested by Payee. 

h. Other than as set forth herein, Payee is not relying upon any other information, representation or warranty by Maker, or any officer, employee, agent or affiliate of Maker in determining to invest in the Securities.  Payee has consulted, to the extent deemed appropriate by Payee, with the Payee’s own advisers as to the financial, tax, legal and related matters concerning the transactions contemplated by this Note and on that basis believes that such transactions are suitable and appropriate for Payee.

3. Miscellaneous.

a.This Note shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the Maker and Payee.

b.All notices, requests, claims, demands and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given if delivered in person against written receipt, by facsimile transmission, overnight courier prepaid, or mailed by prepaid first class registered or certified mail, postage prepaid, return receipt requested to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section):

If to the Maker:

Sentra Consulting Corp.

466 Central Avenue, 2nd Floor

Cedarhurst, New York 11516

Telecopy: (516) 301-3939

If to Payee:

Bonnie Septimus

c/o Sentra Consulting Corp.

466 Central Avenue, 2nd Floor

Cedarhurst, New York 11516

Telecopy: (516) 301-3939

All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided in this Section, be deemed given upon receipt, (iii) if delivered by overnight courier to the address as provided in this Section, be deemed given on the earlier of the first business day following the date sent by such overnight courier or upon receipt or (iv) if delivered by mail in the manner described above to the address provided in this Section, be deemed given on the earlier of the third business day following mailing or upon receipt.

c.This Note is to be governed by and construed in accordance with the laws of the State of New York. In any action brought under or arising out of this Note, the Maker hereby consents to the in personam jurisdiction of any state or federal court sitting in New York, New York, waives any claim or defense that such forum is not convenient or proper, and consents to service of process by any means authorized by New York law.

SENTRA CONSULTING CORP.
By:	/s/ Philip Septimus
Name:	Philip Septimus
Title:	President and Director
By:	/s/ Bonnie Septimus
	Bonnie Septimus

Schedule A

Date of Issuance	Principal Amount
10/8/2007	$ 500,000.00
10/23/2007	$ 100,000.00
	$ 600,000.00

EX-10.16

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH ACT AND LAWS.

AMENDED AND RESTATED

SECURED PROMISSORY NOTE

$_____________  ___________, 2007

FOR VALUE RECEIVED, the undersigned, SENTRA CONSULTING CORP.,a Nevada Corporation (the “Maker”), promises to pay to _________________, (the “Payee”), on or before January 31, 2008 (the “Payment Date”) the principal sum of ________________ and 00/100 ($________) Dollars (the “Principal Amount”).

Interest shall accrue on the unpaid balance of the Principal Amount at a rate of one and one-half percent (1.5%) per month (the “Interest Rate”). All interest payable hereunder shall be computed on the basis of actual days elapsed and shall be due and payable on the Payment Date.

Maker shall have the right to prepay all or any portion of the Outstanding Principal Amount and accrued interest thereon at any time without penalty or premium. All payments hereunder when paid shall be applied first to the payment of all accrued interest and the balance shall be applied to principal.

Notwithstanding any provision contained herein, the total liability of Maker for payment of interest pursuant hereto, including late charges, shall not exceed the maximum amount of such interest permitted by law to be charged, collected, or received from Maker, and if any payments by Maker include interest in excess of such a maximum amount, Payee shall apply such excess to the reduction of the unpaid principal amount due pursuant hereto, or if none is due, such excess shall be refunded.

Upon the occurrence and continuance of an Event of Default (hereafter defined) (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), interest shall accrue on the unpaid balance of the Principal Amount at a rate of two percent (2%) per month (the “Default Interest Rate”).

1.Events of Default. In case one or more of the following events (each, an “Event of Default”) (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall have occurred and be continuing:

a.Default in the payment, when due or declared due, of any principal or interest payments hereunder.

b.Maker makes a general assignment for the benefit of creditors; or, in the absence of such application, consent, acquiescence or action, a trustee, receiver or other custodian is appointed for Maker; or for a substantial part of the property of Maker; or any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding, is authorized or instituted by, or instituted against, Maker; or any warrant of attachment or similar legal process is issued against any substantial part of the property of Maker.

c.Any representation or warranty made by Maker under this Note shall be untrue or misleading in any material respect when made.

d.Maker shall have breached any of its covenants and agreements hereunder.

then, in each case where an Event of Default occurs, the Payee, by notice in writing to Maker shall inform Maker of such Event of Default and if such default is not cured within sixty business days from the date such notice is received by Maker, then Payee, may, at its option, declare the outstanding Principal Amount to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable.

As additional consideration for the execution and delivery of this Note, on the Payment Date Maker shall pay Payee an additional one percent (1%) of the Principal Amount.

2.Representations of Payee.The Payee hereby acknowledges, represents and warrants to, and agrees with, the Maker as follows:

a. The Payee is executing the transactions contemplated by this Note and the Warrant Agreement dated ________________, 2007 between the Maker and Payee (the “Warrant Agreement”; capitalized terms used herein not otherwise defined shall have the meanings ascribed to such terms in the Warrant Agreement), for his own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution, or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in this Note, the Warrants or the Warrant Shares or any portion thereof. Further, the Payee does not have any contract, undertaking agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Note, the Warrants or the Warrant Shares (collectively, the “Securities”) in whole or in part.

b. The Payee is not investing in the Securities as a result of, or subsequent to, any advertisement, article, notice, or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person other than the officers of the Maker.

c. Payee understands that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or registered or qualified under any the securities laws of any state or other jurisdiction, and are “restricted securities,” and cannot be resold or otherwise transferred unless they are registered under the Securities Act, and registered or qualified under any other applicable securities laws, or an exemption from such registration and qualification is available.

d. Payee is an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act by reason of Rule 501(3).

e. Payee is (i) experienced in making investments of the kind described herein and in the Warrant Agreement and related documents, (ii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Maker or any of its affiliates or selling agents), to protect his own interests with respect to the Securities, and (iii) able to afford the entire risk of loss of his investment in the Securities.

f. Payee has the financial ability to bear the economic risk of his investment in the Securities, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to any investment made pursuant to this Note and the Warrant Agreement. Payee has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Securities.

g. Payee has reviewed or received copies of all reports and other documents filed by Maker with the Securities and Exchange Commission and any other documents or information requested by Payee. 

h. Other than as set forth herein, Payee is not relying upon any other information, representation or warranty by Maker, or any officer, employee, agent or affiliate of Maker in determining to invest in the Securities.  Payee has consulted, to the extent deemed appropriate by Payee, with the Payee’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Securities and on that basis believes that his investment in the Securities is suitable and appropriate for Payee.

3. Miscellaneous.

a.This Note shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the Maker and Payee.

b.All notices, requests, claims, demands and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given if delivered in person against written receipt, by facsimile transmission, overnight courier prepaid, or mailed by prepaid first class registered or certified mail, postage prepaid, return receipt requested to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section):

(a)	If to the Maker:
	Sentra Consulting Corp.
	466 Central Avenue, 2nd Floor
	Cedarhurst, New York 11516
	Telecopy: (516) ___________
(b)	With copies to:
	David Lubin & Associates, PLLC
	26 East Hawthorne Avenue
	Valley Stream, NY 11580
	Telecopy: (516) 887-8250
(c)	If to Payee:
	__________________________
	__________________________
	__________________________
	__________________________
(d)	With copies to:
	__________________________
	__________________________
	__________________________
	__________________________

All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided in this Section, be deemed given upon receipt, (iii) if delivered by overnight courier to the address as provided in this Section, be deemed given on the earlier of the first business day following the date sent by such overnight courier or upon receipt or (iv) if delivered by mail in the manner described above to the address provided in this Section, be deemed given on the earlier of the third business day following mailing or upon receipt.

c.This Note is to be governed by and construed in accordance with the laws of the State of New York. In any action brought under or arising out of this Note, the Maker hereby consents to the in personam jurisdiction of any state or federal court sitting in New York, New York, waives any claim or defense that such forum is not convenient or proper, and consents to service of process by any means authorized by New York law.

SENTRA CONSULTING CORP.

By: _____________________________

Name:

Title:

_________________________________